UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 14, 2012
FORTINET, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| State of Delaware | | 001-34511 | | 77-0560389 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1090 Kifer Road
Sunnyvale, CA 94086
(Address of principal executive offices, including zip code)
(408) 235-7700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Fortinet, Inc. (“Fortinet” or the “Company”) held on June 14, 2012 (the “Annual Meeting”), proxies representing 142,408,438 shares of common stock, or approximately 90.58% of the total outstanding shares, were present and voted on the three proposals presented at the Annual Meeting as follows:
Proposal One – Election of Directors
Fortinet’s stockholders approved the election of three Class III directors to Fortinet’s Board of Directors by the following votes:
| | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Chenming Hu | | | 122,765,955 | | | | 1,931,634 | | | | 17,710,849 | |
Hong Liang Lu | | | 122,765,955 | | | | 1,931,634 | | | | 17,710,849 | |
Ken Xie | | | 122,765,955 | | | | 1,931,634 | | | | 17,710,849 | |
Proposal Two – Ratification of Appointment of Independent Registered Accounting Firm
Fortinet’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2012 by the following votes:
| | | | |
Votes For | | Votes Against | | Abstentions |
141,909,157 | | 476,439 | | 22,842 |
Proposal Three –– Advisory Vote on Executive Compensation
Fortinet’s stockholders cast their votes with respect to the advisory vote on Fortinet’s executive compensation as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
120,616,058 | | 4,051,274 | | 30,257 | | 17,710,849 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | FORTINET, INC. |
| |
| By: | | /s/ JOHN WHITTLE |
| | John Whittle |
| | Vice President and General Counsel |
Date: June 19, 2012
